Todd Brady
Aldeyra TherapeuticsAbout Todd Brady
Todd C. Brady, M.D., Ph.D. (age 53) is President & Chief Executive Officer of Aldeyra Therapeutics and has served on the Board since 2005; he became CEO in January 2012. He holds an A.B. from Dartmouth and an M.D./Ph.D. (Pathology) from Duke University . Company performance under recent disclosure shows cumulative TSR of $174.00 in 2022, $87.75 in 2023, and $124.75 in 2024, with net losses of $62.0M, $37.5M, and $55.9M, respectively . Say‑on‑pay support in 2024 was ~92%, indicating broad shareholder backing of the pay program despite continued losses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Domain Associates, LLC | Principal; Entrepreneur in Residence | 2004–2013 | VC operator role; sourcing and building biotech pipeline; network relevant to financing and partnerships |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evoke Pharma, Inc. | Director | Current | Additional public-company perspective; potential network synergies |
| F‑star Therapeutics, Inc. | Director | Until Mar 2023 | Public biotech oversight experience |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Cash ($) | Notes |
|---|---|---|---|---|
| 2023 | 581,170 | 55% | 319,644 | Smaller reporting company disclosures; bonus plan based on corporate goals |
| 2024 | 591,631 | 55% | 325,397 | Committee later paid 100% of target for 2024 |
| 2025 (set) | 700,000 | n/a | 420,000 target cash incentive | Base and target updated Mar 2025 |
Performance Compensation
- Annual Cash Incentive (2024)
- Program: performance-based on pre-set corporate/operational goals; committee discretion retained
- Target: 55% of base salary
- Payout: 100% of target; Actual paid $325,397 (paid Mar 2025)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate/operational goals (aggregate) | Not disclosed | 55% of salary | 100% attainment | $325,397 | Paid Mar 2025 |
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Option Grants (CEO) | Grant Date | Shares | Exercise Price | Vesting | Expiration | Grant Date Fair Value | |---|---:|---:|---|---|---:| | Mar 8, 2024 | 1,081,201 | $3.62 | Monthly over 4 years from Jan 1, 2024 | Mar 29, 2034 | $3,000,817 | | Mar 4, 2025 | 809,710 | $6.17 | Monthly over 4 years from Jan 1, 2025 | Not disclosed | Not disclosed |
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Performance/Cash-Based Units (CEO) | Grant Date | Instrument | Base/Reference Value | Vesting | Payout Trigger | |---|---|---|---|---| | Mar 2, 2020 | Performance-based cash units (450,865) | Base $3.78 | 4 annual tranches | Paid $130,750.85 upon full vest in Mar 2024 | | Mar 15, 2022 | Performance-based cash units (207,758) | Base $4.52 | 4 annual tranches | Cash equal to (stock price – base) on earlier of 4 years or CoC | | Jul 15, 2022 | Cash-based bonus units (604,308) | Closing price on payment date | 4 annual tranches if FDA accepts NDA for reproxalap | Earlier of 4 years or CoC, contingent on FDA acceptance |
Equity mix: 2024 awards were options only; prior periods include RSUs and cash-based performance units, indicating elevated at-risk, equity-based pay but with some cash-tied performance units outstanding .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of Apr 14, 2025) | 3,712,790 shares; 6.0% | Includes options exercisable within 60 days |
| Options exercisable within 60 days (for ownership calc) | 2,289,524 | Included in 6.0% figure |
| Vested Options (12/31/2024) | 2,101,941 | Sum of vested lots shown in award table |
| Unvested Options (12/31/2024) | 1,036,553 | Sum of unvested lots |
| Unvested RSUs (12/31/2024) | 315,718 | 11,655 (2021), 125,000 (2022), 179,063 (2023) |
| Mark-to-market of unvested RSUs at 12/31/2024 | $1,575,432 | At $4.99 per share disclosed |
| Hedging/Pledging Policy | Hedging prohibited; pledging requires pre-clearance | |
| Pledged Shares | None disclosed | No pledges noted in ownership tables |
| Ownership Guidelines | Not disclosed | No executive guideline disclosure in proxy |
Vesting cadence: CEO options vest monthly over 4-year schedules (2024 and 2025 grants), creating ongoing incremental vest events that may lead to periodic Form 4 activity; RSUs vest annually by tranche .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | COBRA | Equity Acceleration | Key Definitions/Notes |
|---|---|---|---|---|---|
| Termination without Cause (no CoC) | 12 months base salary | Lump-sum equal to greater of current year target or last actual | Up to 12 months | Per plan; no single-trigger | At-will employment via letter agreement |
| Resignation for Good Reason (no CoC) | 12 months base salary | Same as above | Up to 12 months | Per plan | Good Reason: ≥10% pay cut, material duty reduction, >50-mile relocation, with notice/cure |
| Change in Control + Qualifying Termination (double trigger) | As above | As above | As above | 100% acceleration of unvested equity and performance cash units | CIC definition covers >50% vote power change, asset sale, merger, or board turnover; no single-trigger; no tax gross-ups |
Clawback: Policy to recover incentive-based compensation in the event of a financial restatement under securities laws . Perquisites: none; standard 401(k) match ($13,800 in 2024) .
Board Governance and Roles
- Board service: Director since 2005; CEO since 2012 .
- Current structure: Independent Chair (Richard H. Douglas); CEO and Chair roles separated; all directors other than Dr. Brady are independent; independent directors meet in executive session .
- Committees: CEO is sole member of the Stock Option Committee (grants to non-executive employees within board-set guidelines); Compensation, Audit, and Nominating/Governance comprised solely of independent directors .
- Attendance: Board held four meetings in 2024; no director attended <75% of meetings .
- Director pay: CEO receives no additional compensation for board service .
Dual-role implications: While the Chair is independent, Dr. Brady’s role as sole Stock Option Committee member centralizes some grant authority (within strict guidelines and under compensation committee oversight), which investors may monitor for autonomy and dilution discipline .
Performance & Track Record
| Year | TSR – $100 Initial Investment | Net Income (Loss) ($000s) |
|---|---|---|
| 2022 | $174.00 | (62,025) |
| 2023 | $87.75 | (37,543) |
| 2024 | $124.75 | (55,851) |
- Compensation actually paid is highly equity-sensitive and tracked TSR over time (per SEC Pay vs Performance framework), though not directly tied to net income metrics .
- Shareholder sentiment: Say‑on‑pay supported by ~92% of votes cast in 2024 .
Compensation Committee Analysis and Shareholder Engagement
- Independent compensation committee; advised by Pearl Meyer since 2015; committee reports no conflicts; uses peer and survey data and sets targets/awards annually .
- 2024 program maintained equity-heavy pay mix with options; 2025 increased CEO base salary to $700k with higher absolute target bonus, indicating a modest shift toward higher fixed pay amid retention and market dynamics .
- Equity grant policies avoid “spring-loading” and use closing price as exercise price; table provided for grants near disclosure events in 2024 .
Risk Indicators and Policies
- Trading controls: Hedging prohibited; pledging requires pre-clearance .
- Clawback adopted per Nasdaq rule; no tax gross-ups on change-in-control payments .
- Related party transactions: none material beyond standard indemnification and compensation arrangements; audit committee reviews any related transactions >$120k .
Investment Implications
- Alignment: Significant option overhang (unvested ~1.04M at YE 2024; exercisable within 60 days ~2.29M) and unvested RSUs (~315.7k) align CEO incentives to equity value creation but can introduce selling cadence as awards vest monthly/annually .
- Pay vs performance: Program remains equity-heavy and TSR-sensitive; 2024 bonuses paid at 100% of target despite net loss, reflecting emphasis on operational/corporate milestones over GAAP profitability—track calibration of goals and disclosure of metrics to ensure robust pay-for-performance .
- Retention/CIC: Double-trigger 100% acceleration under CIC with 12-month severance and bonus protection supports retention through strategic events without single-trigger windfalls; no tax gross-ups reduces governance risk .
- Governance: Independent chair and independent committees mitigate CEO/director dual-role concerns, but CEO’s sole Stock Option Committee role merits ongoing monitoring for grant governance and dilution discipline .
- Shareholder sentiment: Strong 2024 say‑on‑pay support (~92%) provides runway; any deterioration in TSR or missed clinical/regulatory milestones tied to cash-based bonus units could pressure future support and elevate insider-selling optics as vesting accelerates .